Keith Paul Bishop

Earlier this week, the North American Securities Administrators Association (aka NASAA) announced the launch of its Electronic Filing Depository (EFD). The EFD allows issuers to file Form Ds in Rule 506 offerings online. A...more

In a recently issued Compliance & Disclosure Interpretation (Question #260.21), the SEC staff unequivocally stated that disqualification under Rule 506(d)(1)(v) is “triggered only by orders to cease and desist from violations...more

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

Earlier this week, Broc Romanek highlighted a recent panegyric on SEC independence given by SEC Chairwoman Mary Jo White. Independent agencies are the platypodes of the federal government. Many are inclined to view...more

Countless memoranda and alerts have been issued about the SEC’s adoption of rule amendments eliminating the prohibition against general solicitation and general advertising in Rule 506 and Rule 144A offerings. Congress...more

I’ve devoted several recent posts to the Securities and Exchange Commission’s new “bad actor” rule because it is awash with a sea of troubles for issuers, both private and publicly traded. The rule prevents issuers from...more

The SEC’s bad actor rules are causing a great deal of consternation amongst lawyers who are being asked to give opinions that the offer and sale of securities do not require registration under the Securities Act of 1933. ...more

I’ve devoted several blog posts to the multifarious problems engendered by the SEC’s new “bad actor” disqualification provisions. I’ve done so because Rule 506(d) is so poorly drafted that, like the annals of Volusius, its...more

The Jackson Five had it wrong. Under the SEC’s recently adopted Rule 506(d), one bad actor can spoil the whole bunch. To some extent issuers can exercise some control over who becomes or remains a covered persons. However,...more

Involuntary Listings -
A few days ago, Broc Romanek wrote that a number of companies have received letters from the St. Petersburg (Russia) Stock Exchange stating that the exchange is in the process of unilaterally...more

Every Rule Must Play It’s Part, But This Part Is A Sad One -
There is much to dislike in the SEC’s recent “bad actor” rule amendments. While Congress conceived the idea of disqualifying bad actors (Section 926 of the...more

The last two posts have reviewed some of California’s rules governing the advertising of securities in California. As we look ahead to general solicitations in Rule 506 offerings, some issuers will undoubtedly be tempted to...more